---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

x   QUARTERLY
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended **March 31, 2005**

 ̈   TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

**000-30087**
  Commission file number

**AMG OIL LTD.**
  (Exact name of Small Business Issuer as Specified in its Charter)

|**State of  Nevada**              | **NA**                   
|--------------------------------- | -------------------------
|(State or other jurisdiction      | (I.R.S. Employer         
|of Incorporation or Organization) | or Identification Number)

**1407-1050 Burrard Street, Vancouver, B.C. V6Z 2S3**
  (Address of Principal Executive Offices)**(604) 682-6496**
  (Issuer's Telephone Number, including Area Code)

Check whether the Issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the
  Exchange Act during the past 12 months (or for such shorter period that the
  Registrant was
  required to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days. 
  Yes   x   No  
   ̈

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
  DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
  required to be filed by Section 12, 
  13 or 15(d) of the Exchange Act after the distribution of securities under a
  plan confirmed by court. 
  Yes    ̈No  
   ̈

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's
  classes of common equity, as of the 
  latest practicable date: Common, $.00001 par value per share: 16,600,000
  outstanding as of May 13, 2005.

Transitional Small Business Disclosure Format (check one): Yes  
   ̈No   x

---

|AMG
      OIL LTD.(A Development Stage Enterprise) Interim Balance Sheets
|-------------------------------------------------------------------------
|                                                                         

|                                                       |   | March 31,             |   |   | March 31,             |   |   | September 30, |  
|------------------------------------------------------ | - | --------------------- | - | - | --------------------- | - | - | ------------- | -
|                                                       |   | 2005                  |   |   | 2004                  |   |   | 2004          |  
|                                                       |   | (Unaudited - Prepared |   |   | (Unaudited – Prepared |   |   | (Audited)     |  
|Assets                                                 |   | by Management)        |   |   | by Management)        |   |   |               |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Current                                                |   |                       |   |   |                       |   |   |               |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Cash                                                   | $ | 7,473                 |   | $ | 32,743                |   | $ | 22,407        |  
|Prepaid
      expenses                                 |   | -                     |   |   | 2,500                 |   |   | -             |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|                                                       |   | 7,473                 |   |   | 35,243                |   |   | 22,407        |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Loan receivable                                        |   | -                     |   |   | 30,000                |   |   | -             |  
|Investments                                            |   | 10,993                |   |   | 10,993                |   |   | 10,993        |  
|Property and
      equipment                           |   | 1,442                 |   |   | 1,932                 |   |   | 1,649         |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Total Assets                                           | $ | 19,908                |   | $ | 78,168                |   | $ | 35,049        |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Liabilities                                            |   |                       |   |   |                       |   |   |               |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Current                                                |   |                       |   |   |                       |   |   |               |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Accounts payable
      and accrued liabilities         | $ | -                     |   | $ | -                     |   | $ | 5,000         |  
|Due
      to related parties                           |   | -                     |   |   | 1,902                 |   |   | 1,138         |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Total Liabilities                                      |   | -                     |   |   | 1,902                 |   |   | 6,138         |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Commitments and Contingencies                          |   |                       |   |   |                       |   |   |               |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Stockholders’ Equity                                   |   |                       |   |   |                       |   |   |               |  
|Common stock, $0.00001 par value                       |   |                       |   |   |                       |   |   |               |  
|100,000,000 shares
      authorized                    |   |                       |   |   |                       |   |   |               |  
|Issued and outstanding at March 31,                    |   |                       |   |   |                       |   |   |               |  
|2005: 16,600,000
      shares                          |   |                       |   |   |                       |   |   |               |  
|2004: 16,600,000
      shares                          |   | 166                   |   |   | 166                   |   |   | 166           |  
|Additional paid-in capital                             |   | 2,835,709             |   |   | 2,835,709             |   |   | 2,835,709     |  
|Deficit accumulated
      during the development stage |   | (2,815,967            | ) |   | (2,759,609            | ) |   | (2,806,964    | )
|                                                       |   |                       |   |   |                       |   |   |               |  
|Total Stockholders’
      Equity                       |   | 19,908                |   |   | 76,266                |   |   | 28,911        |  
|                                                       |   |                       |   |   |                       |   |   |               |  
|Total Liabilities
      and Stockholders’ Equity       | $ | 19,908                |   | $ | 78,168                |   | $ | 35,049        |  

See accompanying notes to the financial statements

---

|AMG
        OIL LTD.(A Development Stage Enterprise) Statements of Operations
        (Unaudited – Prepared by Management)
|--------------------------------------------------------------------------------------------------------------------------
|                                                                                                                          

|                                   |   | Three
      Months 
      Ended 
      March 31, 
      2005 |   |   | Three
      Months 
      Ended 
      March 31,
      2004 |   |   | Six
      Months 
      Ended 
      March 31, 
      2005 |   |   | Six Months 
      Ended 
      March 31, 
      2004 |   |   | Cumulative 
      from Inception 
      on February 20, 
      1997 to 
      March 31,
      2005 |  
|---------------------------------- | - | ------------------------------------------------------------ | - | - | ----------------------------------------------------------- | - | - | ---------------------------------------------------------- | - | - | ---------------------------------------------------- | - | - | -------------------------------------------------------------------------------------------------- | -
|                                   |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|Expenses                           |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|                                   |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|General and administrative         | $ | 3,146                                                        |   | $ | 6,197                                                       |   | $ | 9,171                                                      |   | $ | 16,972                                               |   | $ | 807,318                                                                                            |  
|Loss on sale of investments        |   | -                                                            |   |   | -                                                           |   |   | -                                                          |   |   | -                                                    |   |   | 16,135                                                                                             |  
|Write-down of investments          |   | -                                                            |   |   | -                                                           |   |   | -                                                          |   |   | -                                                    |   |   | 234,780                                                                                            |  
|Write-off of
      loan receivable |   | -                                                            |   |   | -                                                           |   |   | -                                                          |   |   | -                                                    |   |   | 30,000                                                                                             |  
|                                   |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|                                   |   | (3,146                                                       | ) |   | (6,197                                                      | ) |   | (9,171                                                     | ) |   | (16,972                                              | ) |   | (1,088,233                                                                                         | )
|                                   |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|Other Income                       |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|                                   |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|Interest income                    |   | 77                                                           |   |   | 107                                                         |   |   | 168                                                        |   |   | 238                                                  |   |   | 59,676                                                                                             |  
|                                   |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|Loss from continuing               |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|operations                         |   | (3,069                                                       | ) |   | (6,090                                                      | ) |   | (9,003                                                     | ) |   | (16,734                                              | ) |   | (1,028,557                                                                                         | )
|                                   |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|Loss from discontinued             |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|operations                         |   | -                                                            |   |   | -                                                           |   |   | -                                                          |   |   | -                                                    |   |   | (1,787,410                                                                                         | )
|                                   |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|Net loss
      for the period      | $ | (3,069                                                       | ) | $ | (6,090                                                      | ) | $ | (9,003                                                     | ) | $ | (16,734                                              | ) | $ | (2,815,967                                                                                         | )
|                                   |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|Basic and diluted loss             |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|per share:                         |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|From continuing                    |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|operations                         | $ | (0.00                                                        | ) | $ | (0.00                                                       | ) | $ | (0.00                                                      | ) | $ | (0.02                                                | ) | $ | (0.06                                                                                              | )
|Discontinued
      operations      |   | (0.00                                                        | ) |   | (0.00                                                       | ) |   | (0.00                                                      | ) |   | (0.00                                                | ) |   | (0.11                                                                                              | )
|                                   | $ | (0.00                                                        | ) | $ | (0.00                                                       | ) | $ | (0.002                                                     | ) | $ | (0.02                                                | ) | $ | (0.17                                                                                              | )
|                                   |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|Weighted average number of         |   |                                                              |   |   |                                                             |   |   |                                                            |   |   |                                                      |   |   |                                                                                                    |  
|Common
      shares outstanding    |   | 16,600,000                                                   |   |   | 16,600,000                                                  |   |   | 16,600,000                                                 |   |   | 16,600,000                                           |   |   |                                                                                                    |  

See accompanying notes to the financial statements

---

|AMG
        OIL LTD. (A Development Stage Enterprise) Statements of Changes in Stockholders’ Equity (Unaudited – Prepared by Management)
|----------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                        
|For
      the Six Months Ended March 31, 2005                                                                                           

|                           |              |  |   |         |  |   |             |  |   | Deficit       |   |   |        |  
|-------------------------- | ------------ |  | - | ------- |  | - | ----------- |  | - | ------------- | - | - | ------ | -
|                           |              |  |   |         |  |   |             |  |   | Accumulated   |   |   |        |  
|                           |              |  |   |         |  |   | Additional  |  |   | During the    |   |   | Total  |  
|                           | Common Stock |  |   | Paid-in |  |   | Development |  |   | Stockholders’ |  
|                           | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage         |   |   | Equity |  
|                           |              |  |   |         |  |   |             |  |   |               |   |   |        |  
|Balance at September 30,   |              |  |   |         |  |   |             |  |   |               |   |   |        |  
|2004                       | 16,600,000   |  | $ | 166     |  | $ | 2,835,709   |  | $ | (2,806,964    | ) | $ | 28,911 |  
|                           |              |  |   |         |  |   |             |  |   |               |   |   |        |  
|Net loss during the period |              |  |   |         |  |   |             |  |   | (9,003        | ) |   | (9,003 | )
|                           |              |  |   |         |  |   |             |  |   |               |   |   |        |  
|Balance at March 31,       |              |  |   |         |  |   |             |  |   |               |   |   |        |  
|2005                       | 16,600,000   |  | $ | 166     |  | $ | 2,835,709   |  | $ | (2,815,967    | ) | $ | 19,908 |  

See accompanying notes to the financial statements

---

|AMG
        OIL LTD.(A Development Stage Enterprise) Statements of Cash Flows 
        (Unaudited – Prepared by Management)
|---------------------------------------------------------------------------------------------------------------------------
|                                                                                                                           

|                                            |   |              |   |   |              |   |   |            |   |   |            |   |   | Cumulative      |  
|------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ---------- | - | - | ---------- | - | - | --------------- | -
|                                            |   | Three Months |   |   | Three Months |   |   | Six Months |   |   | Six Months |   |   | from Inception  |  
|                                            |   | Ended        |   |   | Ended        |   |   | Ended      |   |   | Ended      |   |   | on February 20, |  
|                                            |   | March 31,    |   |   | March 31,    |   |   | March 31,  |   |   | March 31,  |   |   | 1997 to         |  
|                                            |   | 2005         |   |   | 2004         |   |   | 2005       |   |   | 2004       |   |   | March 31, 2005  |  
|Operating Activities                        |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Net loss from continuing operations         | $ | (3,069       | ) | $ | (6,090       | ) | $ | (9,003     | ) | $ | (16,734    | ) | $ | (1,028,557      | )
|Adjustments to reconcile net loss to        |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|cash used to operating
      activities:    |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Depreciation                                |   | 104          |   |   | 141          |   |   | 207        |   |   | 282        |   |   | 4,447           |  
|Net compensation
      expense from         |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|stock
      options                         |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 184,875         |  
|Loss on sale of
      investments           |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 16,135          |  
|Write-down of investments                   |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 234,780         |  
|Write-off of loan
      receivable          |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 30,000          |  
|Changes in non-cash working capital:        |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Accounts payable
      and accrued          |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|liabilities                                 |   | (5,195       | ) |   | (11,000      | ) |   | (5,000     | ) |   | (6,947     | ) |   | 947             |  
|Due to related
      parties                |   | (1,632       | ) |   | (50          | ) |   | (1,138     | ) |   | 1,902      |   |   | (23,181         | )
|Prepaid
      expenses                      |   | -            |   |   | -            |   |   | -          |   |   | (2,500     | ) |   | -               |  
|Net cash used in continuing                 |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|operations                                  |   | (9,792       | ) |   | (16,999      | ) |   | (14,934    | ) |   | (23,997    | ) |   | (580,554        | )
|Net cash used in                            |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|discontinued
      operations               |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 60,405          |  
|Net cash used
      in operating activities |   | (9,792       | ) |   | (16,999      | ) |   | (14,934    | ) |   | (23,997    | ) |   | (520,149        | )
|Financing Activities                        |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Common shares issued for cash               |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 2,681,000       |  
|Common shares
      re-purchased with       |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | (30,000         | )
|Net cash provided by                        |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|financing
      activities                  |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 2,651,000       |  
|Investing Activities                        |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Loan receivable                             |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | (30,000         | )
|Purchase of investments                     |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | (324,856        | )
|Proceeds from sale of investments           |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 72,948          |  
|Oil and gas exploration expenditures        |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | (1,835,581      | )
|Purchase of
      property and equipment    |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | (5,889          | )
|Net cash used
      in investing activities |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | (2,123,378      | )
|Net increase (decrease) in cash             |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|during the period                           |   | (9,792       | ) |   | (16,999      | ) |   | (14,934    | ) |   | (23,997    | ) |   | 7,473           |  
|Cash position
      - Beginning of Period   |   | 17,265       |   |   | 49,742       |   |   | 22,407     |   |   | 56,740     |   |   | -               |  
|Cash position
      - End of period         | $ | 7,473        |   | $ | 32,743       |   | $ | 7,473      |   | $ | 32,743     |   | $ | 7,473           |  
|Supplemental disclosure of net-cash         |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|discontinued operations:                    |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Loss from discontinued
      items          | $ | -            |   | $ | -            |   | $ | -          |   | $ | -          |   | $ | (1,787,410      | )
|Gain on forgiveness
      of debt           |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 22,234          |  
|Write-off of oil
      and gas interest     |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 1,832,520       |  
|Gain on sale of
      oil and gas interest  |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | (6,939          | )
|Foreign exchange                            |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | -               |  
|Net cash used
      in discontinued items   |   | -            |   |   | -            |   |   | -          |   |   | -          |   |   | 60,405          |  
|Supplemental disclosure of non-cash         |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Investing activities:                       |   |              |   |   |              |   |   |            |   |   |            |   |   |                 |  
|Purchase
      of investments               | $ | -            |   | $ | -            |   | $ | -          |   | $ | -          |   | $ | (10,000         | )

See accompanying notes to the financial statements

---

|AMG
        OIL LTD.(A Development Stage Enterprise) Notes to the Financial Statements (unaudited – Prepared by Management)
|---------------------------------------------------------------------------------------------------------------------------
|                                                                                                                           
|For
      the Six Months Ended March 31, 2005 and 2004                                                                     

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The Company’s business focus is the acquisition of suitable
  oil and gas properties to explore for oil and gas. The operations of the Company’s
  subsidiary for the exploration of New Zealand oil and gas properties was discontinued
  during the 2003 fiscal year based on managements decision that the subsidiary
  had limited prospects, at that time, for developing profitable operations. The
  Company’s business focus is the acquisition of suitable oil and gas properties
  to explore.

These financial statements have been prepared in accordance
  with generally accepted accounting principles in the United States on a going
  concern basis, which contemplates the realization of assets and the liquidation
  of liabilities in the ordinary course of business. They do not include any adjustments
  to the recoverability and classification of recorded assets amounts and liabilities
  that might be necessary should the Company be unable to continue as a going
  concern. The Company has incurred recurring operating losses and has an accumulated
  deficit of $2,815,967 and Stockholders’ Equity of $19,908 at March
  31, 2005. These factors, among others, raise substantial doubt about the Company’s
  ability to be able to continue as a going concern. The future of the Company
  and the realization of its asset values will depend upon the Company’s
  ability to obtain adequate financing and continuing support from shareholders
  and creditors to attain profitable operations.

The Company is a development stage enterprise and is required
  to identify that these financial statements are those of a development stage
  enterprise in accordance with paragraph 12 of Statement of Financial Accounting
  Standards No. 7 and is focusing on acquiring suitable international oil and
  gas properties.

NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES

The accompanying unaudited interim financial statements of
  AMG Oil Ltd. have been prepared in accordance with generally accepted accounting
  principles for interim financial information and the instructions to Form 10-QSB
  as prescribed by the Securities and Exchange Commission. This form 10-QSB should
  be read in conjunction with the Company’s September 30, 2004 Form 10-KSB.
  All material adjustments which, in the opinion of management, are necessary
  for a fair presentation of the results for the interim periods have been reflected.
  The results of the six months ended March 31, 2005 are not necessarily indicative
  of the results to be expected for the full year.

NOTE 3 - INVESTMENTS

Investments are comprised of 2,205 common shares (2003: 2,205
  shares) of Trans-Orient Petroleum Ltd. (“Trans-Orient”) acquired
  at a cost of $235,773 (2004: $235,773) and having a fair value of $993
  (2004: $993) and 100,000 common shares, 600,000 prior to a recent reverse
  split of 1 new for 6 old, (2004: 600,000) of Gondwana Energy, Ltd. (“Gondwana”)
  acquired at a deemed cost of $10,000 and having a fair value of $10,000
  (2004: $10,000).

NOTE 4 - RELATED PARTY TRANSACTIONS

Certain transactions of the Company involve publicly traded
  companies having directors, officers and/or principal shareholders in common
  with the Company. These companies are Trans-Orient Petroleum Ltd. (“Trans-Orient”),
  TAG Oil Ltd (“TAG”) and Gondwana Energy, Ltd. (“Gondwana”).
  Transactions with related parties have occurred

---

in the normal course of operations and are measured at the
  exchange amount, which is the amount of consideration established and agreed
  to by the related parties.

|a) | Investments                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Investments consist of common shares of Trans-Orient and Gondwana.                                                                                                                                                                                                                                                         
|  
|   | Refer to Note 3                                                                                                                                                                                                                                                                                                            
|  
|b) | Due to Related Parties                                                                                                                                                                                                                                                                                                     
|  
|   | At March 31, 2005 the Company owed Nil (March 31,
        2004: $1,902) to certain companies having directors, officers and/or
        principal shareholders in common with the Company. This amount is non-interest
        bearing and has no fixed terms of repayment.                                                 
|  
|c) | Other                                                                                                                                                                                                                                                                                                                      
|  
|   | During the six months ended March 31, 2005, the
        Company incurred $5,652 (2004: $9,706) of mainly general and administrative
        costs through DLJ Management Corp., (“DLJ”), a wholly owned
        subsidiary of Trans- Orient. This amount represents costs incurred by
        DLJ on behalf of the Company.

NOTE 5 - COMMON STOCK

|a) | Authorized and Issued Share Capital                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The authorized share capital of the Company is 100,000,000
        shares of common stock with a par value of $0.00001 per share. At
        March 31, 2005, there were 16,600,000 shares (March 31, 2004: 16,600,000)
        issued and outstanding.                                                                                                                                                                                       
|  
|b) | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | The Company applied Accounting Principles Board
        Opinion No. 25: Accounting for Stock Issued to Employees (“APB 25”)
        to account for all compensatory stock options granted. Further, Statement
        of Financial Accounting Standards No. 123: Accounting for Stock-Based
        Compensation ("SFAS 123") requires additional disclosure to reflect the
        results of the Company had it elected to follow SFAS 123.
|  
|   | There were no changes in the Company’s stock
        options for the periods ended March 31, 2005 and 2004. The weighted average
        exercise price to purchase 232,500 common shares through options is $1.53
        per share.                                                                                                                                                                                                        
|  
|   | The following stock options are outstanding at March 31, 2005:                                                                                                                                                                                                                                                                                                                                                                               
|  

|Number          |  | Price           |  | Issue              |  | Expiry             | 
|--------------- |  | --------------- |  | ------------------ |  | ------------------ | 
|of
      Shares |  | per
      Share |  | Date               |  | Date               | 
|                |  |                 |  |                    |  |                    | 
|217,500         |  | $1.50           |  | June  20,  2000    |  | June  20,  2005    | 
|15,000          |  | $2.00           |  | October  31,  2000 |  | October  31,  2005 | 
|                |  |                 |  |                    |  |                    | 
|232,500         |  |                 |  |                    |  |                    | 

The following is a summary of the Company’s net loss
  and basic and diluted loss per share as reported and pro forma as if the fair
  value based method of accounting defined in SFAS 123 had been applied for the
  periods ended March 31, 2005 and 2004:

---

| | As at March 31,               |   | 2005     |   |   | 2004   |   |  
| | ----------------------------- | - | -------- | - | - | ------ | - | -
| |                               |   | As       |   |   | Pro    |   |  
| |                               |   | Reported |   |   | Forma  |   |  
| |                               |   |          |   |   |        |   |  
| | Loss from continuing          |   |          |   |   |        |   |  
| | operations                    | $ | (9,003   | ) | $ | (9,003 | ) | $
| |                               |   |          |   |   |        |   |  
| | Loss from discontinued        |   |          |   |   |        |   |  
| | operations                    |   | -        |   |   | -      |   |  
| |                               |   |          |   |   |        |   |  
| | Net loss                      | $ | (9,003   | ) | $ | (9,003 | ) | $
| |                               |   |          |   |   |        |   |  
| | Basic and diluted loss        |   |          |   |   |        |   |  
| | per share:                    |   |          |   |   |        |   |  
| | Continuing
      operations   | $ | (0.00    | ) | $ | (0.00  | ) | $
| | Discontinued
      operations |   | (0.00    | ) |   | (0.00  | ) |  
| |                               | $ | (0.00    | ) | $ | (0.00  | ) | $

|c) | Share Purchase Warrants
      The following share purchase warrants are outstanding at March 31, 2005:
|-- | ------------------------------------------------------------------------------------------------------

|Number          | Price           | Issue          | Expiry        
|--------------- | --------------- | -------------- | --------------
|of
      Shares | per
      Share | Date           | Date          
|5,000,000       | $ 1.00          | April 10, 2000 | April 10, 2005

NOTE 6 - INCOME TAXES

There are no income taxes payable by the Company. At March
  31, 2005 the Company has tax pools to offset future taxable income derived in
  the United States. The benefits of these tax pools have been offset by a valuation
  allowance of the same amount.

NOTE 7 – SUBSEQUENT EVENTS

In April of 2005, the Company sold its investment consisting
  of 2,205 common shares of Trans-Orient Petroleum Ltd., at a market price of
  $1.50, for proceeds of $3,307.50.

On April 10, 2005, 5,000,000 share purchase warrants exercisable
  at a price per share of $1.00 expired as they were not exercised.

On April 14, 2005, Mr. Dan Brown consented to act as a Director
  of AMG, replacing Mr. Arthur Evans who passed away on March 31, 2005, and on
  April 26, 2005, Mr. Doug Lynes consented to act as a Director of AMG.

In May of 2005, the Company sold its investment consisting
  of 100,000 common shares (600,000 prior to a reverse split of 1 new for every
  6 old shares) of Gondwana Energy Inc. for proceeds of US$6,000.00.

---

Item 2. Management’s Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

This Form 10-QSB includes certain statements that may be deemed
  to be “forward-looking statements” within the meaning of the Private
  Securities Litigation Reform Act of 1995. All statements in this Form 10-QSB,
  other than statements of historical facts, that address activities, events or
  developments that we expect, believe or anticipate will or may occur in the
  future, including operating costs, future capital expenditures (including the
  amount and nature thereof), and other such matters are forward-looking statements.
  Although we believe the expectations expressed in such forward-looking statements
  are based on reasonable assumptions within the bounds of our knowledge of our
  business, such statements are not guarantees of future performance and actual
  results or developments may differ materially from those in the forward-looking
  statements. Because our stock is a penny stock, each time we refer to the Litigation
  Reform Act, the safe harbor does not apply.

Factors that could cause actual results to differ materially
  from those in forward-looking statements include: the change of business focus;
  inability to complete an acquisition of suitable oil and gas properties; continued
  availability of capital and financing; general economic, market or business
  conditions; acquisition opportunities or lack of opportunities; changes in laws
  or regulations; risk factors listed from time to time in our reports filed with
  the Securities and Exchange Commission; and other factors.

Our Company was incorporated on February 20, 1997 under the
  name Trans New Zealand Oil Company by filing our Articles of Incorporation with
  the Secretary of State in Nevada. We changed our name to AMG Oil Ltd. on July
  27, 1998. We are a Vancouver, British Columbia, Canada based company focused
  on acquiring suitable international oil and gas properties, specifically in
  New Zealand.

The Company does not receive any revenue from its operations
  and is in a start-up phase and has no significant assets, tangible or intangible,
  other than the opportunity to acquire potentially suitable international oil
  and gas properties for exploration. The Company has no history of earnings and
  there is no assurance that the business of the Company will be profitable. As
  at the Company’s six-month period ended March 31, 2005, the Company has
  an accumulated deficit of $2,815,967 and the Company is expected to continue
  incurring operating losses and accumulating deficits in future periods. The
  Company has no significant future obligations or expected changes with respect
  to any of its assets.

Currently our only significant asset is cash.

We currently have ongoing obligations with respect to our
  corporate operations and we expect to need to place additional equity securities
  with investors, in order to raise the capital required for our ongoing activities
  until such time that we can generate revenues from operations.

There can be no assurance that we will earn revenue, operate
  profitably or provide a return on investment to our security holders. We now
  propose to derive all of our revenue from the intended acquisition of suitable
  international oil and gas properties.

Employees and Consultants

The Registrant has no employees, with the exception of our
  Corporate Officer, Mr. Michael Hart, and has not retained the services of any
  consultants.

The Registrant receives corporate services from DLJ Management
  Corp., a subsidiary of Trans-Orient Petroleum Ltd., based on an oral agreement.
  The services consist of shareholder relations and communications, administrative
  and accounting support. DLJ Management Corp. provides their services on an hourly
  basis at no charge due to the Company’s limited working capital.

DLJ Management Corp., in the past, had billed monthly for
  its services on a cost recovery basis, billing the Registrant and other associated
  companies for costs already incurred with no mark-up or other such charges,
  for

---

items such as labor and rent, office costs, and employee benefits.

Office and Properties

The Registrant’s administrative offices are located
  at 1407-1050 Burrard Street, Vancouver, British Columbia, Canada, V6Z 2S3 and
  our telephone number is (604) 682-6496. The Registrant utilizes the office space,
  on a rent-free basis, per a verbal agreement, from affiliated companies Trans-Orient
  Petroleum Ltd. and TAG Oil Ltd.

We currently have no revenue producing assets and at present.
  Our sole assets at March 31, 2005 were cash and investments in related parties.

Results of Operations

During the first six months of the current fiscal year, our
  activities focused on acquiring suitable international oil and gas properties
  for exploration and development.

We did not generate any revenues from operations during the
  six months ended March 31, 2005, or during the comparable period. Our sole revenue
  during the period was $168 in interest income earned on surplus cash balances,
  compared to $238 for the six months ended March 31, 2004.

Our total general and administrative expenses for the six
  months ended March 31, 2005 were $9,171 compared to $16,972 for the
  comparable period last year. For the current period ended March 31, 2005 there
  were salaries of $2,988 compared to $6,786 for the six months ended
  March 31, 2004 and professional fees were $1,027, versus $5,199 last
  year. The balance of our general and administrative costs for the six months
  ended March 31, 2005 consisted of office expenses of $1,511, telephone expenses
  of $901, filing fees of $1,606, a gain on foreign exchange of $9,
  director fees of $208 and other miscellaneous expenses such as database
  management, rent, travel and related costs and amortization of capital assets
  totaling $939.

As a result of these transactions noted above, we incurred
  a loss of $9,003 or $0.00 per share for the six months ended March 31,
  2005, compared to a loss of $16,734 for the same period last year.

Liquidity and Capital Resources

During the six months ended March 31, 2005 and 2004 we did
  not have any financing or investing activities.

At March 31, 2005 our current assets totaled $7,473 compared
  to $22,407 at the beginning of the fiscal year, or $35,243 for the comparable
  period at March 31, 2004. Our current assets consist of $7,473 in cash.
  Our current liabilities at March 31, 2005 were Nil. Cash on hand is currently
  our only source of liquidity. We do not have any lending arrangements in place
  with banking or financial institutions and we do not anticipate that we will
  be able to secure these funding arrangements in the near future.

We believe our existing cash balances are sufficient to carry
  out our normal operations for the next twelve months. However additional cash
  is required for the acquisition of suitable oil and gas interests during this
  period and to be able to meet the permits working program costs. To the extent
  that we require additional funds to support our operations or the expansion
  of our business, we may sell additional equity or issue debt. Any sale of additional
  equity securities will result in dilution to our stockholders. There can be
  no assurance that additional financing, if required, will be available to our
  company or on acceptable terms.

---

Recent accounting pronouncements

The following accounting pronouncements have been announced
  since the filing of the Company’s FORM 10-KSB, filed on December 27, 2004.

In June 2004, the Financial Accounting Standards Board (“FASB”)
  issued an exposure draft of a proposed statement, “Fair Value Measurements”
  to provide guidance on how to measure the fair value of financial and non-financial
  assets and liabilities when required by other authoritative accounting pronouncements.
  The proposed statement attempts to address concerns about the ability to develop
  reliable estimates of fair value and inconsistencies in fair value guidance
  provided by current U.S. GAAP, by creating a framework that clarifies the fair
  value objective and its application in GAAP. In addition, the proposal expands
  disclosures required about the use of fair value to re-measure assets and liabilities.
  The standard would be effective for financial statements issued for fiscal years
  beginning after June 15, 2005.

In December 2004, the FASB issued a revision to SFAS No. 123,
  “Accounting for Stock Based Compensation” which supersedes APB No.
  25, “Accounting for Stock Issued to Employees”. This statement requires
  measurement of the cost of employee services received in exchange for an award
  of equity instruments based on the fair value of the award on the date of the
  grant and recognition of the cost in the results of operations over the period
  during which an employee is required to provide service in exchange for the
  award. No compensation cost is recognized for equity instruments for which employees
  do not render the requisite service. The Company applies APB Opinion No. 25,
  as interpreted by FASB Interpretation No. 44, in accounting for awards issued
  from our stock option plan and does not recognize compensation costs in its
  U.S. GAAP financial statements for stock options issued to its employees and
  directors. This statement is effective for the first fiscal year that begins
  after June 15, 2005 and may be implemented on a modified prospective or retrospective
  basis. Under the modified prospective basis the Company would recognize stock
  based compensation in its U.S. GAAP results of operations for the unvested portion
  of awards outstanding as of January 1, 2006 and for all awards granted after
  January 1, 2006.

In March 2005, the FASB issued Interpretation No. 47 (“FIN
  47”) “Accounting for Conditional Asset Retirement Obligations
  — an interpretation of FASB Statement No. 143”. A conditional asset
  retirement obligation refers to a legal obligation to perform an asset retirement
  activity in which the timing and (or) method of settlement are conditional on
  a future event that may or may not be within the control of the entity. The
  obligation to perform the asset retirement activity is unconditional even though
  uncertainty exists about the timing and (or) method of settlement. Thus, the
  timing and (or) method of settlement may be conditional on a future event. FIN
  47 requires an entity to recognize a liability for the fair value of a conditional
  asset retirement obligation if the fair value of the liability can be reasonably
  estimated. FIN 47 is effective no later than the end of fiscal years ending
  after December 15, 2005 (December 31, 2005, for calendar-year enterprises).
  Retrospective application for interim financial information is permitted but
  is not required. The Company does not have any conditional asset retirement
  obligations.

The following standards issued by the FASB do not impact the
  Company at this time: SFAS No. 151, “Inventory Costs—an amendment
  of ARB No. 43, Chapter 4” effective for inventory costs incurred during
  fiscal years beginning after June 15, 2005.

SFAS No. 153, “Exchanges of Nonmonetary Assets—an
  amendment of APB Opinion No. 29” effective for nonmonetary asset exchanges
  occurring in fiscal years beginning after June 15, 2005.

Item 3. Controls and Procedures.

Michael
  Hart, our Principal Financial Officer and our Principal Executive Officer has
  established and is currently maintaining disclosure controls and procedures
  for us. The disclosure controls and procedures have been designed to ensure
  that material information relating to us is made known to them as soon as it
  is known by others within our organization.

---

Our
  Principal Executive Officer who is also our Principal Financial Officer conducts
  an update and a review and evaluation of the effectiveness of our disclosure
  controls and procedures and has concluded, based on his evaluation within 90
  days of the filing of this Report, that our disclosure controls and procedures
  are effective for gathering, analyzing and disclosing the information we are
  required to disclose in our reports filed under the Securities Exchange Act
  of 1934.

There have been no significant changes in our internal controls
  or in other factors that could significantly affect these controls subsequent
  to the date of the previously mentioned evaluation.

PART II –OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submissions of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

|Exhibit |  | Description of Exhibit                                                                                                                                
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  |                                                                                                                                                       
|        |  |                                                                                                                                                       
|31.1    |  | Certification of Chief
      Executive Officer and Chief Financial Officer as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.
|        |  |                                                                                                                                                       
|32.1    |  | Certification of Chief
      Executive Officer and Chief Financial Officer as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K filed during the quarter.

None



---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
  of 1934, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned, thereunto duly authorized on this 13 day of May, 2005.

| | AMG OIL LTD.(Registrant)
| | ------------------------
| | BY:                     

---